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Docusign Envelope ID: 7C3482BF-606B-48FF-BB93-F1 F08ABDC5131
<br />TM P(DwerDMS
<br />N E Digital Management Software
<br />Ammmommuly
<br />a) Definition of Confidential Information. "Confidential Information" means all information disclosed by a party
<br />("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential
<br />or that reasonably should be understood to be confidential given the nature of the information and the circumstances of
<br />disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information
<br />includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the
<br />terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans,
<br />technology and technical information, product plans and designs, and business processes disclosed by such party.
<br />However, Confidential Information does not include any information that (a) is or becomes generally known to the public
<br />without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure
<br />by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party
<br />without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving
<br />Party.
<br />b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own
<br />confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the
<br />Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the
<br />Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees
<br />and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality
<br />agreements with the Receiving Party containing protections not less protective of the Confidential Information than those
<br />herein.
<br />c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled
<br />by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the
<br />extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest
<br />the disclosure.
<br />d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions
<br />of the confidentiality obligations set forth in this Section 12, that such a breach may irreparably harm the Disclosing
<br />Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect
<br />to any such breach or potential breach in addition to any other remedies available to it at law or in equity.
<br />13. Representations, Warranties, and Disclaimers.
<br />a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority
<br />under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the
<br />execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument
<br />or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of
<br />any court, governmental body or administrative or other agency having jurisdiction over it.
<br />b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1)
<br />Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without
<br />violating any third parry's proprietary or privacy rights, including intellectual property rights; (2) Customer Dats does
<br />not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use
<br />the Service in compliance with all laws, rules, regulations, and this Agreement.
<br />c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level
<br />of care and skill and in a professional manner in accordance with generally recognized industry standards for similar
<br />services.
<br />d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION,
<br />THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
<br />BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND
<br />HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING,
<br />BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
<br />NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING,
<br />USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE
<br />UNINTERRUPTED, ERROR -FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE
<br />CORRECTED.
<br />e) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT
<br />CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE
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